Annual report 2014

Statutory Auditor’s Report on the Financial Statements

Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated

Financial Statements |

Statutory Auditors’ Report on the Financial Statements

| Statutory Financial Statements

1. Statutory Auditor’s Report on the Financial Statements

This is a free translation into English of the Statutory Auditors’ Report on the financial statements issued in French and it is provided solely for the

convenience of English-speaking users.

The Statutory Auditors’ Report includes information specifically required by French law in such reports, whether modified or not. This information is

presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain

significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements

taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.

This report also includes information relating to the specific verification of information given in the management report and in the documents addressed

to the shareholders.

This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual

General Meetings, we hereby report to you for the year ended

December 31, 2014, on:

the audit of the accompanying financial statements of Vivendi;

the justification of our assessments;

the specific verifications and information required by law.

These financial statements have been approved by your Management

Board. Our role is to express an opinion on these financial statements,

based on our audit.

Opinion on the financial statements

We conducted our audit in accordance with professional standards

applicable in France; those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement. An audit involves

performing procedures, using sampling methods or other methods of

selection, to obtain audit evidence about the amounts and disclosures

in the financial statements. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness

of accounting estimates made, as well as the overall presentation of

the financial statements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our audit

opinion.

In our opinion, the financial statements give a true and fair view of the

assets and liabilities and of the financial position of the company as at

December 31, 2O14 and of the results of its operations for the year then

ended in accordance with French accounting principles.

II.

Justification of our assessments

In accordance with the requirements of article L.823-9 of the French

Commercial Code (

Code de commerce

) relating to the justification of our

assessments, we bring to your attention the following matters:

Interests in Equity Affiliates

Note 1.3 to the financial statements states that your company recognizes

impairment losses when the carrying amount of its interests in

subsidiaries and affiliates exceeds their recoverable value. Based on

the information available at the date of this report, we assessed the

approach adopted by your company to determine the recoverable value

of its interests in subsidiaries and affiliates. We also verified that the

information related to the impairment of the interests in subsidiaries

and affiliates presented in Note 3 “Net Financial Income” to the financial

statements is appropriate.

Tax

Note 5 to the financial statements describes the accounting policies used

by your company to estimate and recognize tax assets and liabilities,

and tax position adopted by your company. We verified the assumptions

underlying the positions as at December 31, 2014 and ensured that

Note 5 to the financial statements gives appropriate information.

Provisions for Litigation

Notes 1.7 and 25 to the financial statements describe the methods

used to evaluate and recognize provisions for litigation. We assessed

the methods used by your company to list, calculate and account

for such provisions. We also assessed the data and assumptions

underlying the estimates made by the company. As stated in Note 1.1

to the financial statements, some facts and circumstances may lead to

changes in estimates and assumptions which could have an impact upon

the reported amount of the provisions. We also ensured that Note 16

“Provisions” to the financial statements gives appropriate information.

These assessments were made as part of our audit of the financial

statements taken as a whole, and therefore contributed to the opinion

we formed which is expressed in the first part of this report.

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Annual Report 2014